In the context of global economic integration, Vietnamese businesses are increasingly interested in mergers and acquisitions. Below is a detailed guide to the procedures for buying and selling businesses in accordance with the law.
In the context of global economic integration, Vietnamese businesses are increasingly interested in mergers and acquisitions. Below is a detailed guide to the procedures for buying and selling businesses in accordance with the law.
Mergers and Acquisitions is the process by which one company acquires another company, in which the acquiring company will take over all of the assets and management systems of the purchased company without forming a new legal entity. This usually happens when large corporations want to expand their business by acquiring smaller companies.
Vietnamese law stipulates three main forms of business sale:
- Purchase and sale of the entire private enterprise: A private enterprise is allowed to sell all its assets.
- Transfer of contributed capital of a limited liability company: This form is common in limited liability companies, where members transfer contributed capital to others.
- Transfer of shares of a joint stock company: Usually takes place when a shareholder sells shares so that the buyer gains more control.
Phase 1: Carry out the sale between stakeholders
Step 1: Prepare documents and sales contracts between the parties.
Step 2: Negotiate and sign the purchase and sale contract at the agreed time and place.
Step 3: Hand over and commit to perform obligations and responsibilities under the contract.
Phase 2: Complete the dossier and legalize the business purchase and sale procedures
Step 1: Prepare the necessary documents, contracts and records.
Step 2: Submit the dossier at the Business Registration Office where the enterprise is headquartered.
Step 3: Wait for appraisal and receive results from the Business Registration Office (processing time is about 3-5 working days).
Procedures for sale and purchase of a private enterprise After signing the purchase and sale contract, the buyer needs to carry out the procedures for changing the ownership of the private enterprise according to the provisions of Article 54 of Decree 01/2021/ND-CP:
1. Prepare documents:
- Notice of change of business registration information.
- Notarized copies of legal documents of the buyer (Passport, CCCD).
- The business purchase and sale contract or documents proving that the transaction has been completed.
2. Submission of dossiers: Submit directly at the Business Registration Office or online.
3. Waiting for results: The processing time for applications is 3-5 working days. If the dossier is valid, a Business Registration Certificate will be issued.
Procedures for sale and purchase of a limited liability company with two or more members Step 1: Prepare documents:
- Notification of change of capital contributors.
- Minutes of the meeting and decision of the Board of members on the transfer of contributed capital.
- The transfer contract and documents proving the completion of the transfer.
- Notarized copies of personal papers of the transferee (Passport, CCCD).
Step 2: Submit the application at the Business Registration Office.
Step 3: Wait for the appraisal results and receive the receipt, register to change members within 5 working days.
Procedures for purchase and sale of a single-member limited liability company
The procedure is similar to that of a limited liability company with two or more members, but it is necessary to add additional documents on the change of contributed capital and the decision of the company owner.
Procedures for sale and purchase of joint-stock companies Joint stock companies need to register the change of founding shareholders at the Business Registration Office:
- Prepare notices, new shareholder lists, and transfer agreements.
- The time to process the dossier is 3 working days.
- Stakeholders need to ensure complete and valid documents so that the purchase and sale process goes smoothly.
- All procedures related to changing business registration information should be carried out on time and in accordance with the law.
- The Business Registration Office has the right to appraise the validity of the dossier and may request additional information if necessary.
The procedure for buying and selling a business requires careful preparation and compliance with legal regulations. Understanding the process will help businesses make transactions smoothly and legally.
If you need more information or support, please contact ADVN LAW for detailed advice.
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
